AGREEMENT AND PLAN OF MERGER by and among PROJECT KAFKA PARENT, LLC PROJECT KAFKA MERGER SUB, INC. and PROOFPOINT, INC. Dated as of April 25, 2021Merger Agreement • April 27th, 2021 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of April 25, 2021 by and among Project Kafka Parent, LLC, a Delaware limited liability company (“Parent”), Project Kafka Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Proofpoint, Inc., a Delaware corporation (the “Company”). Parent, Merger Sub and the Company are sometimes referred to herein collectively as the “Parties,” and individually as a “Party.” All capitalized terms used herein shall have the respective meanings ascribed thereto in Annex A.
VOTING AGREEMENTVoting Agreement • April 27th, 2021 • Proofpoint Inc • Services-computer processing & data preparation • Delaware
This Voting Agreement (this “Agreement”) is made and entered into as of April 25, 2021 (the “Agreement Date”), by and among Project Kafka Parent, LLC, a Delaware limited liability company (“Parent”), Proofpoint, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company listed on Schedule A and the signature pages hereto (each, a “Stockholder” and, collectively, the “Stockholders”). Each of Parent, the Company and the Stockholders are sometimes referred to as a “Party.”
